11th Mar 2009 12:55
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
11 March 2009
RECOMMENDED CASH OFFER BY HENDERSON GROUP PLC FOR NEW STAR ASSET MANAGEMENT GROUP PLC
Posting of Class 1 Circular and Offer Document
Following the announcement of 30 January 2009 detailing the terms of the proposed acquisition of New Star Asset Management Group PLC ("New Star") (the "Proposed Acquisition"), Henderson Group plc ("Henderson Group") announces that a circular to Henderson Group shareholders concerning the Proposed Acquisition and containing a notice of general meeting of Henderson Group (the "General Meeting") to approve the Proposed Acquisition has been made available to Henderson Group shareholders today. To view a copy of the circular click on the link below:
http://www.rns-pdf.londonstockexchange.com/rns/6933O_-2009-3-11.pdf
The General Meeting is to be held at Crowne Plaza, Northwood Park, Santry Demesne, Santry at 9.15am (Dublin time), and simultaneously broadcast to the Wesley Conference Centre, 220 Pitt Street, Sydney at 7.15pm (Sydney time) on 2 April 2009.
A copy of the circular is available for inspection at the Financial Services Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
(Tel: 020 7000 1000)
Henderson Group also announces that the offer document containing the full terms of and conditions to the recommended cash offer made by Henderson Group to acquire all of the issued and to be issued ordinary share capital of New Star (the "Offer Document") has today been posted to New Star Ordinary Shareholders, together with the Form of Acceptance for New Star Shareholders holding New Star Ordinary Shares in certificated form. You can view a copy of the Offer Document on www.henderson.com or click on the link below:
http://www.rns-pdf.londonstockexchange.com/rns/6933O_1-2009-3-11.pdf
To accept the Offer for New Star Ordinary Shares held in certificated form, New Star Ordinary Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document.
To accept the Offer for New Star Ordinary Shares held in uncertificated form (that is, in CREST), New Star Ordinary Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.
Copies of the Offer Document, the Form of Acceptance (for use by holders of New Star Ordinary Shares in certificated form only) and the documents listed in paragraph 10 of Schedule 4 to the Offer Document are available for inspection during normal business hours on any business day at the offices of Henderson Global Investors Limited, 201 Bishopsgate, London, EC2M 3AE while the Offer remains open for acceptance. Terms used in this announcement shall have the meaning given to them in the Offer Document.
Henderson Group plc
47 Esplanade
St Helier
Jersey JE1 0BD
Registered in Jersey
No. 101484
ARBN 133 992 766
Enquiries
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Henderson Group plc
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Mav Wynn, Head of Investor Relations
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+44 (0) 20 7818 5135 or
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+44 (0) 20 7818 5310
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JPMorgan Cazenove
Tim Wise 44 (0) 20 7588 2828
Shona Graham
Edward Squire
This announcement has been issued by, and is the sole responsibility of, Henderson Group. JPMorgan Cazenove is acting exclusively for Henderson Group and no one else and will not be responsible to anyone other than Henderson Group for providing the protections afforded to clients of JPMorgan Cazenove, respectively, nor for providing any advice in relation to the Proposed Acquisition or Offer or any other matters referred to in this press announcement.
This announcement and the information contained herein are not for publication or for release, or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only and does not constitute an offer or an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of New Star, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of New Star, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of New Star by Henderson Group, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this Dealing disclosure requirements section are defined in the Takeover Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel.
Related Shares:
HGG.L